SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


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                                    FORM 8-K

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                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15 (d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934


       Date of report (Date of earliest event reported): December 3, 2001

                           Covanta Energy Corporation
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               (Exact Name of Registrant as Specified in Charter)


          Delaware                     1-3122                 13-5549268
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(State or Other Jurisdiction      (Commission File           (IRS Employer
      of Incorporation)                Number)            Identification No.)


       40 Lane Road, Fairfield, New Jersey                      07004
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     (Address of Principal Executive Offices)                (Zip Code)


       Registrant's telephone number, including area code: (973) 882-9000

                                 Not Applicable
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          (Former Name or Former Address, if Changed Since Last Report)



         Item 5.  Other Events.

         On December 3, 2001, Covanta Energy Corporation issued a press release,
a copy of which is attached hereto as Exhibit A.

         Item 7.  Financial Statements, Pro Forma Financial Information and
                  Exhibits

(a)      Financial Statements of business acquired: Not applicable.

(b)      Pro forma financial information: Not applicable.

(c)      Exhibit: Not applicable.



                                   SIGNATURES

         Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned hereto duly authorized.

Date: December 3, 2001

                                  COVANTA ENERGY CORPORATION


                                  By: /s/ Jeffrey R. Horowitz
                                      -------------------------------------
                                      Name: Jeffrey R. Horowitz
                                      Title: Senior Vice President -
                                             Legal Affairs and Secretary


                                                                       EXHIBIT A

                                                             COVANTA ENERGY Logo


FOR IMMEDIATE RELEASE
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              COVANTA ENERGY CORPORATION HAS "NO EXPOSURE" TO ENRON

FAIRFIELD, NJ, December 3, 2001 - Covanta Energy Corporation (NYSE: COV) said
today that it does not have any credit exposure to Enron, and in particular, the
Company does not have any short- or long-term contracts with Enron or any of its
affiliates.

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Covanta Energy Corporation is an internationally recognized designer, developer,
owner and operator of power generation projects and provider of related
infrastructure services. The Company's independent power business develops,
structures, owns, operates and maintains projects that generate power for sale
to utilities and industrial users worldwide. Its waste-to-energy facilities
convert municipal solid waste into energy for numerous communities,
predominantly in the United States. The Company also offers single-source
design/build/operate capabilities for water and wastewater treatment
infrastructures. Additional information about Covanta can be obtained via the
Internet at www.covantaenergy.com, or through the Company's automated
information system at 866-COVANTA (268-2682).

Certain statements included in this news release are forward-looking statements
within the meaning of Section 27A of the Securities Act of 1933 and Section 21E
of the Securities Exchange Act of 1934. Forward-looking statements above
include, but are not limited to, expected earnings and future financial
performance. Although Covanta believes that its expectations are reasonable, it
can give no assurance that these expectations will prove to have been correct.
Factors that could cause Covanta's actual results to differ materially from
those contemplated in the forward-looking statements above include, among
others, the following:
   -  Economic, capital market and other business conditions effecting power
      generation enterprises specifically and commerce generally including
      interest, inflation and exchange rates; weather conditions;
      creditworthiness of customers and suppliers, changes in fuel costs and
      supply; unscheduled outages; environmental incidents; electric
      transmission restraints and risks and uncertainties associated with the
      recently deregulated energy industry;
   -  Trade, monetary, fiscal, taxation, energy regulation and environmental
      policies of governments, agencies and similar organizations in geographic
      areas where Covanta has a financial interest;
   -  Financial or regulatory accounting principles or policies imposed by the
      Financial Accounting Standards Board, the Securities and Exchange
      Commission, the Federal Energy Regulatory Commission and similar entities
      with regulatory oversight, including without limitation the impact of
      newly adopted FASB 133 relating to accounting for derivatives which is
      effective beginning January 1, 2001. The impact of FASB 133 will vary
      between accounting periods based on changes in pricing of various items
      bought and sold by the Company.
   -  Cost and other effects of legal and administrative proceedings,
      settlements, investigations and claims;
   -  Limitations on Covanta's ability to control the development or operation
      of projects in which Covanta has less than 100% interest; - The lack of
      operating history at development projects provides only a limited basis
      for management to project the results of future operations.


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Contacts:    Investor Relations:
             Louis M. Walters, 973-882-7260

             Media Relations:
             Eric Berman, David Lilly
             Kekst & Company, 212-521-4800

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